These Terms of Service (“Terms”) constitute a legally binding agreement made between you (“Client”,”You”,”Your Company” ,”Your”, “Customer”), whether personally or on behalf of an entity (“you”) and ORB Technology Solutions Inc. (“Company“, “we”, “us”, or “our”, “ORB”) with respect to your use of orb.solutions and the services available on such platform (collectively, the “Services”). BY ACCESSING OR USING THE SERVICES IN ANY MANNER (WHETHER AUTOMATED OR OTHERWISE), YOU (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS AND OUR PRIVACY POLICY [https://orb.solutions/privacy-policy/], WHICH IS INCORPORATED HEREIN BY REFERENCE, AND (B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE). IF YOU DO NOT AGREE TO THESE TERMS OR OUR PRIVACY POLICY, DO NOT USE THE SERVICES.
The first payment is due, in full, on the date you enroll in the (Online Ready Blueprint) program.
Subsequent monthly payments of an equal amount are due on the same date of each month as the date the first payment was made. If any payment is due on a day that is not a business day, the payment will be made on the next succeeding business day. After the completion of the minimum term for each service, billing will continue month to month until canceled in writing 30 days before the next billing cycle as stated below in the term section. If any payment is due on a day that is not a business day, the payment will be made on the next succeeding business day.
Payments due must be made in full on the due dates. You hereby consent to having these charges automatically charged as outlined in the Scope of Work. Client hereby authorizes ORB Technology Solutions Inc. to collect the total payment due in a single payment or through multiple, smaller sums which will not exceed the total payment due. If payment fails, Client must remedy this situation and provide a valid form of payment within five (5) calendar days or Client may be removed from the Program.
Payments may be made via Credit Card, or ACH (Auto Debit). The client may determine which payment method is preferred and the client is responsible for informing ORB Technology Solutions Inc. of this preference at least two (2) business days prior to the payment due date since ORB’s payment system may automatically charge an account that may not be the client’s preferred payment method.
THE CLIENT AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT BY Client, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE CLIENT FURTHER AGREES TO PAY UPON CANCELLATION ANY OTHER AMOUNTS DUE TO FOR WORK PROVIDED AT CLIENT’S REQUEST ABOVE AND BEYOND THE MONTHLY ALOTTED TIME OF MONTHLY AGREEMENT. ORB Technology Solutions Inc. IS HEREBY AUTHORIZED TO CHARGE CLIENT’S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNTS OWED FROM TIME TO TIME BY CLIENT TO ORB Technology Solutions Inc.
This section applies to the purchase of all monthly website maintenance services (hereinafter collectively referred to as “Maintenance Services”) ordered by Client.
Term and Termination. This Agreement shall be effective as of the time frame Client signs up for Maintenance Services. This Agreement may be terminated by either party upon 30 day written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by ORB Technology Solutions Inc. immediately if (i) Client fails to pay any fees hereunder; or (ii) if Client fails to cooperate with ORB Technology Solutions Inc. or hinders ORB Technology Solutions Inc. ability to perform the Maintenance Services hereunder.
Maintenance Services.
ORB Technology Solutions Inc. agrees to provide Client with Maintenance Services as described in this Agreement. Maintenance Services include:
Updates to Client’s content management system, including plugins and themes.
Cloud backup of website on a daily, weekly, or monthly basis, depending on Maintenance Package purchased.
Recovery of website files from backups.
Uptime monitoring (if included in package purchased).
Regular security scans (if included in package purchased).
Updates to text, images, and other minor changes to Client’s website pages. The amount of time dedicated towards these tasks each month will be determined by the Maintenance Package purchased by Client at the time of signup.
Any website support requests, above and beyond what is outlined in package, or WordPress questions requiring a response by ORB Technology Solutions Inc. will count towards the monthly allotted time.
Malware, Spam, or Malicious Code.
Removal of malware, spam, and malicious code from Client’s website is available for an additional charge of $50 per incident for clients who are on a maintenance plan at the time of infection.
Removal of malware, spam, and malicious code that is existing on a website when a Client signs up for a maintenance plan will be charged at a rate of $150 for removal. This charge does not include working with Google or other search engines on your behalf to solve any issues your infection as caused you with their services.
Client Responsibilities.
For the purposes of providing these services, Client agrees:
To answer any questions from ORB Technology Solutions Inc., in regard to task work on website, promptly.
To provide ORB Technology Solutions Inc. with access to its website for the purpose of providing Maintenance Services.
To properly convey to ORB Technology Solutions Inc. the information about content updates (if these are covered by the Maintenance Package).
To provide ORB Technology Solutions Inc. access their web hosting account, providing active user name / password combinations for access to the server via (S)FTP, assuring that correct permissions are in place on hosting provider.
Client Acknowledgements.
Client understands, acknowledges, and agrees that:
Client understands that all work for monthly maintenance tasks will be scheduled according to ORB Technology Solutions Inc.’ workflow. We have a process and maintain sites for many Clients, therefore all website updates work that counts towards your monthly time allowance is done on a first come first serve basis, except in the case of a total website down issue, which would be considered an “emergency.”
Failure by Client to answer a question critical to the completion of a task within 5 business days may cause that task to be and moved to the “end of the line” in our work queue. Depending on the time of month, this could cause that task to roll over into the next month’s bucket of update requests.
The amount of time allocated for updates to text, images, and other minor changes, is determined by the Maintenance Package that they purchased and will be billed in fifteen (15) minute increments.
Once the time allocated in their Maintenance Package has been reached for the month, any unfinished tasks on the Client’s task list will be rolled into the next month for processing.
All monthly updates are scheduled at our convenience and in accordance with our schedule. We have a process and a workflow that we use to maintain all of our clients’ websites in a fair and orderly fashion. The only exception being in the case of Client’s website being totally offline or down for some reason, in which case their issue would be considered an ‘emergency’ and would take priority.
Should the Client wish to have additional tasks completed in the same month, they will be billed on an hourly basis of $50 per hour.
Client understands that if they provide ORB Technology Solutions Inc. with a maintenance task and the task has been completed, then they wish to make changes to the task, any additional time to make these changes will count towards the monthly allowance of time.
Website updates exclude, but are not limited to, image editing, graphic design, graphic editing, database design, database changes, programming, and search engine optimization.
Website updates do not include website redesign, re-alignment or re-development equaling more than 50% change to web page, web graphics on the website (i.e. 4 graphics on website, and you want 3 changed, there is a charge for anything above 2, meaning 50%).
CMS design, integration of plugins that require intensive configuration, or programming of things that require extensive time to set up, including but not limited to blogs, shopping carts, API integrations with third party services, and web forums are not considered “minor” changes and therefore are not included in the Maintenance Agreement. These require a separate design or development agreement.
Maintenance Agreement does not include training on how to use your website, WordPress, or email, but we can provide training at additional cost.
Maintenance Agreement does not include training on search engine optimization (SEO) or other online digital marketing.
All communications will be done during regular business hours, which are Monday through Friday from 9:00 AM to 5:30 PM (CST).
If the Client’s website is not hosted with ORB Technology Solutions Inc., we have no control over Client’s hosting company in regard to server downtime, incompatibilities with software, PHP compatibility issues, etc.
If the Client’s email accounts are not hosted with ORB Technology Solutions Inc., we can’t be responsible for Client’s email issues or troubleshooting problems on their own computer. Our role is to maintain and keep your website running at its optimal capabilities. We are not your IT team.
ORB Technology Solutions Inc. has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
Unused time is not accumulative and does not transfer from month to month. Maintenance Services time is strictly month to month.
ORB Technology Solutions Inc. is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
ORB Technology Solutions Inc. is not responsible for changes made to Client’s web site(s) by other parties, including the Client themselves.
During the duration of this contract, the Client agrees that ORB Technology Solutions Inc. will be the sole provider of maintenance services for the website, and no other party will have access to or rights to change the web site’s code. If a party, including the Client, other than ORB Technology Solutions Inc. makes changes to the web site’s code, any errors that are created must be repaired and will be charged for at the hourly rate specified above.
ORB Technology Solutions Inc. is not responsible for third-party plugins that may become unusable as a result of Maintenance Services performed.
ORB Technology Solutions Inc. will not repair Client’s website(s) that became compromised, hacked, or otherwise defaced or infected prior to ordering Maintenance Services.
Scheduling of Maintenance Tasks.
Because of the nature of our business, we are juggling multiple maintenance clients, on top of several large web design projects, at any given time. Because time is at a premium, we don’t take on more Clients than we can handle, however, scheduling is a priority for us. We schedule all work for the month in advance to maintain a workflow that is conducive for our business and for all of our Clients. When we take on a maintenance Client they are given a set amount of time in our schedule for maintenance tasks that can be done each month that are counted towards their monthly time allotment. Please understand that the scheduling of these tasks is totally at the discretion of ORB Technology Solutions Inc.. The only time we put one Client’s tasks for another Client’s place in line is in the case of an emergency. Unless a website problem interrupts your business monetarily, for instance an eCommerce site that goes down or has problems with checkouts, or it is totally down or offline, it is not considered an emergency. We will provide the amount of time you have contracted for each month towards updates, however we do it in accordance with our schedule. This is the only way we can be fair to all of our Clients.
Additional Services – Additional services not listed herein will be provided for a fee ($150 per hour for development services and $75 per hour for content updates). Search engine optimization (SEO), developing new content, or writing new copy for Client are not included in Maintenance Packages.
Client Representations – Client makes the following representations and warranties for the benefit of ORB Technology Solutions Inc.:
Client represents to ORB Technology Solutions Inc. and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to ORB Technology Solutions Inc. are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend ORB Technology Solutions Inc. and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
Client guarantees to ORB Technology Solutions Inc. and unconditionally guarantees that Client’s website has not been compromised, hacked, or otherwise defaced or infected prior to ordering Maintenance Services.
Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to ORB Technology Solutions Inc. for inclusion on the website above are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend ORB Technology Solutions Inc. and its subcontractors from any liability or suit arising from the use of such elements.
Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend ORB Technology Solutions Inc. and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce.
WEB DESIGN SERVICES.
The Designer shall develop all deliverables required to implement the Website as described the SOW (Scope of Work) or (the “Services”). The Estimated Time For Completion Of This Project is 30-60 days from the start of the agreement.
PROPRIETARY RIGHTS.
ORB Technology Solutions Inc. will retain ownership of all of its SEO contents that were developed for the website until the final payment is made towards the balance due. On completion of this, the Client shall be the owner of all right, title, and interest in any intellectual property in the Website and the Services shall be deemed a Work For Hire in accordance with the Copyright Act, as amended from time to time. The Designer acknowledges and agrees that the Website will contain valuable proprietary rights and disclaims all rights in such rights. The Designer hereby assigns to the Client without further compensation all of its right, title, and interest in the Website and any and all related intellectual property rights thereto.
REVISIONS.
After the first draft is provided to the client for approval up to 3 revisions will be made. The Client is to provide dated written approval of the website to accept the completion of the website. At that time, no further revisions will be required from the designer without additional compensation. ( READ WEBSITE AGREEMENT HERE)
(Scope of Work).
To ensure efficiency and adherence to project timelines during the website build process, the following terms apply to the revisions phase:
Revision Rounds: Customers are entitled to up to three revision rounds per project. Revisions must be submitted through our designated tool, “Markup”. Training is provided on how to use Markup to supply requested revisions.
Submission Deadlines: Customers must provide feedback within 10 business days for each revision round. This deadline ensures timely progression and completion of the website.
Failure to Meet Deadlines: If the customer fails to meet the 10-business day deadline, our team will proceed with the project using the feedback that was provided within the timeframe. Any unused revision rounds will be forfeited. ORB Technology Solutions Inc. reserves the sole discretion to grant additional time for these deadlines if deemed necessary. We are committed to flexibility and will consider reasonable requests for extensions, provided they are communicated in a timely manner.
Communication Requirements: Customers must notify us via email at developer@orb.solutions once revisions have been submitted through Markup.
DELIVERY.The Designer shall deliver all deliverables pursuant to the Services as described in the SOW (Scope of Work). If the Website as delivered does not conform with the specifications described on SOW, the Client shall within fifteen (15) days of the date of delivery notify the Designer in writing of the ways in which it does not conform with such specifications. The Designer agrees that upon receiving such notice, it shall make reasonable efforts to correct any non-conformity. If such notice is not received within fifteen (15) days, the Website shall be deemed to conform entirely with the specifications described on the SOW. Upon Delivery of the final website, a “Website Approval Document” will be sent to the client to finalize the completion of the website. INTELLECTUAL PROPERTY WARRANTY.
The Designer warrants and represents that it will not knowingly violate the intellectual property rights of any third party in its performance of the Services. The Client warrants and represents that any content provided to the Designer to facilitate the performance of the Services shall not violate the intellectual property rights of any third party and shall indemnify the Designer against any claim that results from the provision of such allegedly infringing content.
Any “SEO content” / assets (Standard Web Pages, Images, Video, or Graphics) that ORB Technology Solutions Inc. has produced, procured, licensed or paid for by ORB Technology Solutions Inc. for the website in the original website build/design that has been optimized by the ORB Technology Solutions Inc. for the purposed of ranking in the “Primary Organic Location”. This may include but is not limited to, blogs, city service pages, service pages, and other supportive content that the ORB Technology Solutions Inc. team has been responsible for producing or procuring during the website design process. This content will remain the property of ORB Technology Solutions Inc. until the final payment is made or is purchased during termination of the marketing agreement per the terms of termination.
INITIAL SEO OPTIMIZATION.
The website will be designed with On-page SEO ( Title tags, Alt images, Meta Descriptions) in mind to increase local search relevance for the “Primary Organic Location.” (No ongoing SEO Campaign will be included unless an SEO Plan was purchased in which it will be subject to those terms). The website will be set up to capture leads (Name, Email, Phone Number, Attempt To Self Schedule) which will be sent to the client’s email or phone numbers as specified and agreed upon by the client and approved in the “Website Approval Document.” A signature is required by the client before the campaign launch can begin that you the client acknowledge all the above.
WEBSITE MAINTENANCE / HOSTING TERMS.
This Agreement does not provide Website maintenance unless a Website maintenance plan is purchased. If the Customer or an agent other than Company attempts to update the Customer’s pages, the time to repair web pages will be assessed at an hourly rate. Changes requested by the Customer beyond those limits will be billed at the hourly rates set forth in the Order. This rate shall also govern additional work authorized beyond the maximums specified in the Order for such services as webpage design, editing, modifying product pages and databases in an online store, art, photos, graphics, or any other services.
WEBSITE LEASE TO OWN TERMS.
If you selected a Lease To Own option for your website or marketing package. ORB Technology Solutions Inc. will retain ownership of the website including but not limited to ( SEO Content, Standard Web Pages, Design, Images, Text, Video, Software, & Plugins ) Until the final payment is made as per the terms listed in your agreement ( Typically 12-24 Months). Upon completion of the initial agreement term listed in your agreement, the hosting and maintenance will renew monthly at $197/month; Any software that was part of your original package will renew at the price that was designated in your agreement. If you do not wish to continue the usage of the software please request via email support 30 days prior to your next billing cycle.
This section applies to the purchase of PPC Campaign Management or Facebook Sponsored Ad Campaign Management you are agreeing to the following terms and conditions.
You are:
Granting ORB Technology Solutions Inc. permission to set up automatic monthly PPC management service fees directly from your credit card to ORB Technology Solutions Inc..
Granting ORB Technology Solutions Inc. permission to setup automatic payments directly from your credit card to Google, Facebook and/or other paid listing providers (if applicable).
Agreeing to legally binding terms, conditions and policies that relate to your PPC and/or Facebook Sponsored Ad Management services.
MANAGEMENT SERVICE FEES TO ORB Technology Solutions Inc.
You understand that, without further notice to you, ORB Technology Solutions Inc. will charge your provided credit card for your first monthly service fee as soon as your PPC account setups are fully complete and that ORB Technology Solutions Inc. will continue to charge you a monthly service fee until you request cancellation. This monthly fee will be outlined in the SOW.
You understand that the price you were charged for your PPC Campaign Setup or monthly Facebook management is to some degree based on your agreement to purchase monthly PPC management services or monthly Facebook management from us. You must purchase at least one month of PPC or Facebook management in order to benefit from PPC Setup with Management or Facebook Sponsored Ad Campaign Setup with Management price rates. You understand that if you cancel your maintenance before it begins, you will still be charged one monthly maintenance fee.
If you would like to discontinue monthly PPC management and PPC management fees or Facebook Sponsored Ads management and their management fees after your first month, you must provide ORB Technology Solutions Inc. with at least 30 days’ notice of the cancellation.
By signing up for PPC Campaign Management or Facebook Sponsored Ads Management, you are indicating your understanding that the above prices are service fees only and do not include the purchase of the sponsored listings (sometimes referred to as “click budget” or “budget”).
By signing up for PPC Campaign Management, you are agreeing to pay for services rendered in a timely manner. If your bill is over 30 days past due, you agree to pay the full amount of the original bill plus a 5.0% late payment fee.
PAYMENTS AND FEES TO GOOGLE AND OTHER SEARCH ENGINE MARKETING PROVIDERS.
Any amount of money that you wish to go towards the sponsored listings purchases must be paid over and above ORB Technology Solutions Inc. service fees indicated above. It is completely up to you how much you wish to budget in sponsored listing purchases. By signing up for PPC Campaign Management or Facebook Sponsored Ads Management, you are agreeing to be billed directly by Google and other Search Engine Marketing Providers and/or Facebook (if applicable).
Payments to ORB Technology Solutions Inc. are paid separately from those made to Google or any other paid advertising providers. Google and/or Facebook charges will be made automatically from your account. ORB Technology Solutions Inc. will notify you when and/or how often these charges will be made once your payment options are set-up, depending on what payment option you choose.
ORB Technology Solutions Inc. reserves the right to terminate or deny service for any reason, including: web sites considered to be of pornographic nature by ORB Technology Solutions Inc., web sites involved in domain name disputes, failure to pay for services on time, solicitation or selling of illegal products or services.
By signing up for PPC Campaign Management or Facebook Sponsored Ads Management, you are agreeing that if at any time a search engine or website ceases to offer sponsored listings or, if at any time for any reason, a search engine or website refuses service to the company which you represent or refuses to provide a sponsored listing or advertisement to this company that ORB Technology Solutions Inc. will not be held responsible. You also agree that such a refusal of service to this company by a search engine or website may also be grounds for termination of this agreement by ORB Technology Solutions Inc..
By signing up for PPC Campaign Management or Facebook Sponsored Ads Management you are indicating that you have read and understood PPC Set-up & Management Process and that you understand the services we provide in accordance with this plan.
PROVISION OF THE SERVICE.
To optimize your Pay Per Click campaigns or Facebook Sponsored Ads campaigns with a view to increasing the amount of profitable clicks you receive. You will be able to contact your account manager who will be available during normal office hours.
TERM AND TERMINATION.
Cancellation at any other time by either party is subject to a notice period of one calendar month. If you wish to cancel your service please contact your Account Manager. You will be invoiced for one further month from the date we receive your cancellation email. If you disable our access to your AdWords or Facebook account during the month’s notice period you will be invoiced according to your monthly click spend one month prior to you disabling our access.
You have the option to pause our service for up to a maximum of three months. If you have not resumed your service by the end of the three-month period then we will automatically cancel your contract and issue you with a final invoice to cover your cancellation period. ORB Technology Solutions Inc. reserves the right to revise the terms and conditions of this agreement with one month’s notice.
CHARGES & BILLING.
ORB Technology Solutions Inc. agrees that we will not modify your daily budget without your verbal or written approval. All charges will be made to your nominated Credit Card. The first charge will be made at the end of your setup.
If you wish to change the credit card from which we take payments please contact your Account Manager. For security purposes please do not include credit card details in emails – ORB Technology Solutions Inc. will arrange to receive your new card details by phone, fax, or secure online form.
If we are unable to take payment for our service fees our Accounts Department will notify you by email or in writing. For non-payment, at ORB Technology Solutions Inc.’s discretion, the Contract shall be deemed to be terminated by you, along with any other contracts that are held with us, and the full value of the remaining term/cancellation period of the Agreements becomes due.
SECURITY.
You must immediately inform ORB Technology Solutions Inc. if there is any reason to believe that a user ID or password has been or is likely to be compromised or used in an unauthorized way.ORB Technology Solutions Inc. reserves the right to suspend access to the Service if at any time ORB Technology Solutions Inc. considers that there is or is likely to be a breach of security.
CONFIDENTIALITY.
We agree not to disclose or otherwise make available to anyone confidential information relating to your advertising campaigns.
LIMITATION OF LIABILITY
You agree to indemnify and keep ORB Technology Solutions Inc. indemnified from any claim brought by a third party resulting from ORB Technology Solutions Inc.’s provision of this service to you limited to infringement by you of any intellectual property right of any kind, infringement by you of any legislation or regulation affecting ORB Technology Solutions Inc.’s performance of its obligations under these Conditions.
The service is scheduled to be available 24 hours per day, 7 days a week but ORB Technology Solutions Inc. accepts no liability for failure to maintain this level of availability. Emergency maintenance, updates and any other procedures will be scheduled on a case-by-case basis. In the event of unforeseen disruptions to the Service, ORB Technology Solutions Inc. will use reasonable efforts to restore Service within 24 hours but does not guarantee it will always be able to do so or accept any liability for failure to do so.
In the case that you may have us assist you in creating your account with Google or Facebook, you understand than any terms, conditions, privacy or legal agreements of any kind that are made with Google or Facebook during account creation and management are agreements between you and Google or Facebook, not between ORB Technology Solutions Inc. and Google or Facebook. And any issues you may encounter with Google or Facebook billing or other account procedures are issues that you will need to address yourself. ORB Technology Solutions Inc. is not able to refund or responsible for refunding any monies that you pay to Google or Facebook during your Setup and Management.
MATTERS BEYOND EITHER PARTY’S REASONABLE CONTROL.
If either party is unable to perform any obligation under this Contract because of a matter beyond that party’s reasonable control that party will have no liability for failure to supply the Service. If any of these events continue for more than 2 weeks either party may serve notice on the other terminating this Contract.
DATA PROTECTION.
ORB Technology Solutions Inc. is committed to protecting your privacy.
YOUR AUTHORITY.
You assert that you are a person employed by the company purchasing/signing up for PPC Campaign Management and/or Facebook Sponsored Ads Management, that you have the authority to make decisions concerning this company’s web presence, and that you have the authority to promise payment for the services rendered by ORB Technology Solutions Inc.. You assert that you have read and that you understand fully the contents of this document including the payment promised by you to ORB Technology Solutions Inc. and the services promised by ORB Technology Solutions Inc. to you.
If Search Engine Optimization services are selected & purchased, Company agrees to provide Customer with Search Engine Optimization (hereinafter referred to as SEO) as described in this agreement. SEO will attempt to improve Customer’s website ranking of site(s) agreed upon in the Order for the “Primary Organic Location.” Only one (1) domain may be optimized per campaign. Optimization will target key search engines such as Google, Yahoo & Bing.
Customer agrees to pay Company the monthly fee indicated in the Order form “Project Scope / Marketing Service Order” (initialed to indicate agreement of fee) for provided services. This fee will include making any necessary changes and/or additions to the website if there were significant drops or decreases in rankings during the time of service.
The Agreement is serviced on a Term basis. Once the Initial Term has been completed, the service will continue as a Month-to Month agreement. The Customer can cancel the renewal in writing via email or standard mail services at least 30 days prior to renewal date. The renewal cancellation must be executed in writing via standard email or mail services (faxes, or phone calls are insufficient). If not cancelled at least 30 days prior to expiration, Customer will be billed for 1-months service upon cancellation to cover labor and out of pocket expenses incurred by Company.
SEO services are intended to provide the Customer with higher positioning in selected search engines. SEO services include (but not limited to):
Optimizing the Customer’s website or listing (maps) with the keywords stated in this agreement in order to place the Customer’s website or listing (maps) on the first page results for the minimum agreed (above) number of terms.
Add or edit html tags, meta tags, alt tags, title attributes, robots tags, and page text as necessary.
Create on and off-site blogs, press releases, articles or content submissions.
Submit customer to citation / listing sites, search engines, social media sites, blogs or forums.
Submit the website to search engines. Continue to submit new pages / content.
Monitor website and listings for placement. Analyze analytics for performance.
For the purposes of providing these services, Customer agrees to provide one of the three options below:
Option 1: FTP access to the main site for uploading new pages and making mutually agreed changes in order to achieve and maintain positioning. The Customer must provide the Company with current passwords and User IDs needed to gain remote access to the Customer’s web site files via FTP software. The Customer must alert anyone else that has access to the website, that the Company is currently working on those files, and not to make any non-confirmed changes to the files.
Any changes to optimized content could result in negative effects to the campaign. Customer agrees to the following restrictions while this agreement is in effect:
The meta-tags or static HTML pages prepared for your website must not be altered in any way.
While spidering your website, if a search engine does not find the promoted pages, your site may lose valuable positioning and/or be removed entirely from that particular search engine. If it is necessary to change the file and/or folder names relating to the work we completed, please let us know of these changes so we can amend our submission files. This information is crucial for search engine positioning.
Any and all of our guarantee’s assumes your website is properly administered/maintained. Extended downtime and/or significant DNS failures inhibit indexing, spidering, and any possibility our work will achieve Page One Placement ranking.
Option 2: Where FTP access is not possible, Customer agrees to provide an email address of a technician who can upload requested changes on a timely basis. However, the Company cannot be held responsible for delays once the technician has been notified of the upload request. A copy of the request will be sent to Customer.
Option 3: The username and password needed to access the Customer website from the Customer control panel. Customer authorizes Company’s use of all Customer logos, trademarks, Web site images, etc., for use in creating optimized pages as deemed necessary by the Company for Page One Placement purposes. Customer agrees to provide content in regard to particular keywords as needed by the Company. Company cannot be held responsible if our work is fully or partially overwritten by Customer or any third party.
Customer acknowledges the following with respect to services:
Company has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. Customer site may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory. If the web pages are dropped by any search engine at anytime, the Company will resubmit the web pages and attempt to get them listed back.
Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, Company does not guarantee #1 positions or consistent first page positions for any particular keyword, phrase or search term. As a particular keyword can be ranked #3 one day, and the very next day be ranked #14, only to reappear the following day back in the #3 position. However, the company will guarantee to keep the Customer’s website ranked on Google in some capacity for at least 75% of the duration of this agreement.
Occasionally, search engines will stop accepting submissions for an indefinite period of time, but this is very rare. Occasionally, search engines will drop listings for no apparent or predictable reason. Often listings will “reappear” without any additional submissions. Should the listing not reappear, the Company will re-submit the site based on the current policies of the search engine in question.
We are committed to providing all Program participants with a positive experience. Thus, ORB may, at its sole discretion, limit, suspend, or terminate your participation in any of its programs, live, recorded, social media-based consulting or digital without refund or forgiveness of remaining payments due if you:
Become disruptive or difficult to work with
Fail to follow the program guidelines
Impair the participation of our employees, contractors, in any part of our programs
Scope of and Restrictions on Use. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for internal business purposes, including any graphics, text, instructions, images, audio files and/or other sounds, videos, and other materials you may view on, access through, or are otherwise related to the Services (collectively, the “Content”). Except as otherwise provided in these Terms, the Content may not be copied, downloaded, or stored in a retrieval system for any other purpose, nor may it be redistributed, reused, or modified for any purpose, without our express written permission. You agree not to:
collect information from the Services using an automated software tool or manually on a mass basis;
use automated means to access the Services, or gain unauthorized access to the Services or to any account or computer system connected to the Services;
reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs;
rent, lease, copy, transfer, sublicense or provide access to the Services to unauthorized third parties
obtain, or attempt to obtain, access to areas of the Site or our systems that are not intended for access by you;
“flood” the Services with requests or otherwise overburden, disrupt, or harm the Services or our systems;
restrict or inhibit other users from accessing or using the Services;
publicly disseminate information regarding the performance of the Services
modify or delete any copyright, trademark, or other proprietary rights notices that appear on the Content; or
incorporate the Services (or any portion thereof) into, or use it with or to provide, any site, product or service not specifically contemplated herein; or
access or use the Services or Content for any unlawful purpose or otherwise beyond the scope of the rights granted herein.
Submitted Ideas. While we appreciate your interest in the Services and our business, we do not want and cannot accept any ideas or information users consider confidential and/or proprietary. This is to avoid the possibility of future misunderstandings when projects independently developed by or on behalf of ORB Technology Solutions Inc. might seem to others to be similar to users’ own creative ideas, suggestions, and/or materials. All comments, suggestions, ideas, drawings, concepts, or other information or materials disclosed or offered to us by you via the Services or in response to solicitations on the Site shall be deemed to be non-confidential and non-proprietary.
You hereby consent to the use of your name, photograph, likeness, voice, testimonial and biographical material, in whole or in part, for publication or reproduction in any medium, including but not limited to television, radio, print media and the internet, among others, for any purpose, including but not limited to public relations, education, advertising, marketing, training and research.
Your consent is granted to ORB and extends to such use without restriction or limitation as to time or geographic boundary.
You hereby waive all rights you may have to any claims or demands for payment or royalties in connection with the use of any of such materials, regardless of the purpose of such use or publication, and regardless of whether a fee is charged or collected by ORB for any product and/or service in connection with such use and publication.
You also waive any right to inspect, review or approve any photograph, recording, or other written material at any time, and waive the right to approve the use and medium of publication determined by ORB.
You understand that ORB owns all rights in and to any such photograph, recording or testimonial, including any copyright and/or trademark relating to such use.
The Client agrees to give full access to all materials requested during the onboarding process to ensure rapid deployment of your campaign. This includes but is not limited to:
A domain email account; account, i.e., SEO@yourdomain.com
The login information for your Google accounts to include Google Analytics, Google Webmaster Tools (Search Console), Google My Business, and Google Ads (if applicable).
The login information for all appropriate online properties, i.e., main website, feeder sites, social accounts, etc.
The following terms may be used throughout our agreements:
“SEO Strategies” or “SEO Campaign”
means a list of potential SEO strategies consisting of: off-site directory audit; off-site name, address, phone number (“NAP”) audit; Metadata optimization and/or creation; bounce rate and/or click-through rate (“CTR”) analysis; Google My Business (“GMB”) optimization; competitive analysis; on-site NAP audit; internal link optimization; spammy link audit; local business schema audit; or long-tail keyword optimization. SEO strategies can also consist of page speed optimizations, custom event tracking, content audit and optimization; voice SEO; internal linking optimization and opportunities. “Search Engine Optimization” means onsite and/or offsite efforts to further Website ranking organically for relevant Organic Keywords as determined by ORB Technology Solutions Inc.
“SEO Content ” constitutes any content/ assets (Standard Web Pages, Images, Video’s, or Graphics) that ORB Technology Solutions Inc. has produced, procured, licensedlicensed, or paid for by ORB Technology Solutions Inc. for the website in the original website build / design that has been optimized by the ORB Technology Solutions Inc. for the purposed of ranking in the “Primary Organic Location”. This may include but is not limited to, blogs, city service pages, service pages and other supportive content that the ORB Technology Solutions Inc. team has been responsible for producing or procuring during the website design process. This content will remain the property of ORB Technology Solutions Inc. until the final payment is made or is purchased during termination of the marketing agreement per the terms of termination.
“Kickoff Call” – ORB Technology Solutions Inc. will provide a one timeone-time kickoff / or launch call whenever starting a new campaign or service with a customer. This is a 45 min to 1 Hour long zoom call to collect necessary details for the success of the campaign and to provide details or training the client requires to get the best results from the campaign or service. This time may also be used to go over keyword selections and approvals for content of various types. This can be waived by the customer if one is not required or desired. These are typically held when launching an SEO, PPC, Website Design project.
“Link building” constitutes any hyperlinks from, blogs, directory’s, websites obtained through the efforts of ORB. “GMB “or “GBP” is the primary Google My Business profile or Google Business profile for the main location of the client business.
“Business”, ”Client”, “It”, “You”, or “Your” means any person entering this agreement to receive ORB Technology Solutions Inc. Services.
“Client Provided Content” means all information, including, but not limited to, textual, graphic, video and audio materials, Intellectual property, and any other information or materials provided by Client to ORB Technology Solutions Inc. under this Agreement for publication on or access through the Services or uploaded by Client directly to Website.
“Standard Web Page” means content which is up to three-hundredthree hundred (300) words. For the avoidance of doubt, if one (1) URL of Client’s Pre-Existing Site had six-hundredsix hundred (600) words, this would equate to up to two (2) Content Pages.
“Design” means ORB Technology Solutions Inc.’s best efforts to have the respective asset to closely resemble the look and feel or satisfy any existing Client brand guidelines which includes, but is not limited to, using similar colors to those used in Client’s logo as determined by ORB Technology Solutions Inc.. This means ORB Technology Solutions Inc. can modify the Client logo in several colors, formats, and graphic versions to best fit the website design.
“Primary Organic Location” means a real unique physical address Client regularly operates out of that meets the current Google My Business eligibility requirements. “Service Area” means a zip code or territory client services. ORB Technology Solutions Inc. optimizes for both, but primarily the Primary Organic Location.
“Hosting” or “Hosted” means a Website or other asset hosted on ORB Technology Solutions Inc.’s servers which allows visitors to access them via the internet. ORB Technology Solutions Inc. will manage the hosting, back up, security, and overall technical performance of the website.
“CRM” or Software/ Dashboard” refers to the ORB Steward software that provides a dashboard for customers to see different key insights and metrics as well as additional functionality’s if the clients has selected to pay for. These may include but are not limited to, automated review harvesting or reputation management, a unified inbox for different messaging platforms, rank tracking, automated email and text follow ups, webchat, call tracking, appointment scheduling ,scheduling, content scheduling, missed call text back automations ,automations, or API platform integrations. Put into a single dashboards or platform the client can login and review or manage these metrics, connections, services through. This does not refer to the client’s personal CRM of choice if an existing solution is present.
“Lead” or “Conversions” Means anyone that has engaged with the business by phone call, email, form submission produced by one or more of the web assets (IE : Website, GBP/ GMB, other distributed content.
“Lead Conversation Tracking” means tracking & reporting on how many leads are produced during a given time period.
“Competitive Marketing Services” means digital marketing and advertising services such as but not limited to (Search Engine Optimization, Google Ads, Facebook Ads, TikTok Ads, and Outbound Marketing campaigns such as SMS & Email Database Re activations and or any other marketing service where an ongoing competitive skill is required to maintain an advantage in a marketplace.) This will not pertain to software or website design services.
“Lease To Own” Refers to a marketing package or website design project that will be paid for over a period of time monthly; ( Typically 12-24 Months). A lease-to-own website refers to a website built by ORB Technology Solutions Inc. for the Client that will be the property of ORB Technology Solutions Inc. until the term of the agreement is completed. At the end of this period, billing will continue at pre-designated rates for hosting and maintenance and or software being used. (See Section 3. “Lease Option Terms”) The Client may purchase the website at any time by paying the remaining balance of the site /marketing package in full to ORB Technology Solutions Inc.. If the website is purchased in advance of the term, ORB Technology Solutions Inc. will continue to host the website for the fee specified in section 12. “Effective date”. If the client does not wish ORB Technology Solutions Inc. to host the website it can be transferred in accordance with section 19. “Use and transfer of the website” which will be completed only after the final payment is made.
“Program Fee” The “Program Fee” refers exclusively to the amount of money paid directly to ORB Technology Solutions Inc. for the services provided as part of the GRO Accelerator Program. This fee does not include any payments made to third parties for required assets such as photography, videography, or other marketing materials, nor does it include ad spend paid to external platforms such as Google, Meta, or any other third-party advertising or service provider. All costs related to asset creation, ad spend, or any other external services are the sole responsibility of the client and are separate from the program fee.
Client has elected to receive Services which may require Client’s involvement, scheduling, feedback and/or approval (collectively, “Necessary Client Items”), where each of which is necessary for ORB Technology Solutions Inc. to deliver such Services in a timely manner.
Client shall use best efforts to deliver, schedule and/or provide any asset requested by ORB Technology Solutions Inc. in a commercially reasonable manner and without undue delay to allow ORB Technology Solutions Inc. to timely deliver the Services.
Client agrees to review any revisions sent for approval within seven (7) business days of receipt. ORB reserves the right to finalize any changes not approved by client within seven (7) days.
Client’s digital marketing strategy shall use at least one (1) call-tracking phone number and/or tracking code as determined by ORB Technology Solutions Inc., where both are essential for ORB Technology Solutions Inc.’s delivery of Services and if additional numbers are later determined to be necessary to achieve the objectives of the digital marketing strategy additional monthly charges shall apply. For ORB Technology Solutions Inc. to be able to best evaluate the success of the digital marketing strategy, Client directs ORB Technology Solutions Inc. to actively record any and all of the inbound phone calls made to an ORB Technology Solutions Inc. managed call-tracking phone number, where Client shall direct such inbound calls to Client’s business phone number and not to a personal phone number.
Client agrees to pay ORB Technology Solutions Inc. the recited Monthly Budget outlined in this Agreement in advance of Service as recited in the Agreement, amendment, order or invoice. Client shall also be solely responsible for any and all other costs for any additional services not expressly recited herein.
Client will NOT make ANY changes to their website, GBP/ GMB, CRM or otherwise without PRIOR approval from ORB; even small changes can have significant negative effects on your campaign. ORB is NOT responsible for consequences related to Client’s failure to comply with this provision.
Account Registration and Use.
Access to and use of certain Services may require you to register for an account. You agree to provide true, accurate, current, and complete information about yourself as prompted by the applicable registration or log-in form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your account, regardless of who conducts those activities. You may not share your account with anyone or allow anyone else to access or use your account. You are responsible for maintaining the confidentiality of your account information, including your username and password. You agree to immediately notify us of any unauthorized use of your account, or any other breach of security. We are not liable for any loss or damage arising from your failure to protect your username or password.
ORB Technology Solutions Inc. will provide telephone, email and/or Web-based support to Client at least during normal business hours (9-5PM CST, M-F) except on National Holidays. ORB Technology Solutions Inc. will also use best efforts to respond to weekend requests promptly but will be responded to by the next business day.
NOTE: Text, Social media messages, and unscheduled phone calls are NOT an acceptable form of communication. Only in the occurrence of a down website or other qualifying emergencies will Client contact ORB directly by phone. If the issue is not caused by ORB directly there may be an additional $250d/hour consulting charge added to Client’s monthly bill for the work required by ORB to correct the issue.)
This Agreement shall become effective as of Effective Date and will continue in force for the Program Term and wherein Client pays its first full (non pro-rata) Monthly payment (“Commitment Length”). The applicable Program term starts when Client pays its first full (non pro-rata) Monthly payment. After completion of Program term, Client can elect to renew the agreement and receive a redesign of the initial website, add or remove services, change advertising budgets, and other reasonable changes. Should Client decide to discontinue marketing services with ORB Technology Solutions Inc., ORB Technology Solutions Inc. will still host and manage Client’s website for a monthly fee of $197 per month.
The Agreement shall remain in effect until terminated or canceled as set forth herein. Without timely notice, this Agreement will continue on a month-to-month basis. Notwithstanding the foregoing, either Party will have the right to terminate this Agreement immediately if (a) the other Party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (b) the other Party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing. ORB Technology Solutions Inc. may immediately terminate the Agreement and/or pursue all other available remedies, including recovery from Client of ORB Technology Solutions Inc.’s costs and reasonable attorneys’ fees incurred in pursuing such remedies (collectively “Termination Remedies”) if ORB Technology Solutions Inc. has reason to believe that (i) Client is attempting to disparage or defame ORB Technology Solutions Inc.; expose ORB Technology Solutions Inc. to legal liability; or otherwise act in a manner reasonably likely to harm ORB Technology Solutions Inc.’s business interest; (ii) Website development is made impracticable or is delayed for at least thirty (30) days as a result of Client’s (a) failure to provide Client-provided Content, necessary Client assets or feedback; (b) failure to redirect a domain name or provide domain register’s login credentials (c) Client’s request to change large design initiatives after approval of initial design proposal; or (iii) Client has threatened to file or filed a frivolous legal action against ORB Technology Solutions Inc. (each “Termination for Cause”). Such Termination Remedies include but are not limited to recovery for direct, indirect, consequential, punitive, special or incidental damages (Including, without limitation, damages for loss of business, contract, revenue, data, information, or business interruption) results from, arising out of or in connection with Clients conduct as discussed herein. Suspension of Services due to Client’s breach shall not relieve Client of its obligation to pay the Monthly Budget incurred for the Services during suspension or otherwise.
ORB Technology Solutions Inc. has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, ORB Technology Solutions Inc. does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term. Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional Digital Marketing. Should a listing be dropped during the Digital Marketing campaign and does not reappear within 30 days of campaign completion, ORB Technology Solutions Inc. will re-optimize the website/page based on the current policies of the search engine in question.
The Client promises and covenants that any elements of text, graphics, photos, designs, trademarks, or other artwork provided to ORB Technology Solutions Inc. for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend ORB Technology Solutions Inc. and its subcontractors from any liability or suit arising from the use of such elements. ORB Technology Solutions Inc. will not make any reasonable claims for the work that ORB Technology Solutions Inc. did not do prior to the Client using ORB Technology Solutions Inc. Services. In the event trademarks, intellectual properties, trade secrets, and any other items under Trademark Law are used on Client’s website(s), online profiles, and marketing Client shall assume all legal responsibilities. Client further agrees that ORB Technology Solutions Inc. may display Services, including, but not limited to Website, in a design portfolio, in advertising and promotional materials, and for submission to a third party for a special recognition, honors, or awards.
Ownership. The Services (including the Content) are owned by us and are protected under copyright, trademark, and other applicable United States and international laws and treaties. Without limiting the foregoing, the trademarks, service marks, and logos displayed are registered and unregistered marks of ORB Technology Solutions Inc. You acknowledge and agree that, as between you and ORB Technology Solutions Inc., we are and shall remain the sole owner of the Services and the Content, including, without limitation, all patents, copyrights, trademarks, trade secrets, and other intellectual property and proprietary rights therein and thereto.
Client shall pay ORB Technology Solutions Inc. all amounts due under the Agreement in full on the recited due date(s), and Client hereby irrevocably authorizes ORB Technology Solutions Inc. to charge Client’s provided credit card for any such amounts when due during the Term, and Client agrees to inform ORB Technology Solutions Inc. in writing if the nominated credit card account is canceled, substituted, renewed lost or stolen. Amounts due will be automatically charged, in advance, and are not refundable. ORB Technology Solutions Inc. shall not begin any work until receipt of One Time Fee; and ORB Technology Solutions Inc. shall be under no obligation to perform any Services, including, but not limited to, advertising services, SEO, video services, chat services, content marketing, maintenance, technical support or offer services if Client is delinquent on any Monthly Budget on any ORB Technology Solutions Inc. agreement. If ORB Technology Solutions Inc. suspends any Service due to non-payment by Client, Client agrees that it owes all amounts that would be due for the remaining months of the Term as if such Service had not been suspended. If ORB Technology Solutions Inc. does not receive timely payment of any amount due under the Agreement, ORB Technology Solutions Inc. can suspend services and discontinue all Client elected services listed
ORB Technology Solutions Inc. may place an ORB Technology Solutions Inc. Logo and/or text with hyperlink to https://www.orb.solutions/ in the footer of Website as ORB Technology Solutions Inc. determines. Client can request to have this logo removed from Client website by sending an email to Client’s Account Manager.
In its sole discretion, ORB Technology Solutions Inc. reserves the right to refuse, modify, substitute, or remove any Content, information or other materials that may (i) be deemed to violate the privacy, personal, proprietary, or contractual rights of third parties; (ii) be contrary to ORB Technology Solutions Inc.’s search engine optimization practices; or (iii) defame, expose to legal liability, or otherwise harm ORB Technology Solutions Inc. (collectively “Disallowed Content”). Also in its sole discretion, ORB Technology Solutions Inc. may, but has no obligation to, monitor, edit, or remove content that we determine is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any persons intellectual property rights or these Terms and Conditions.
The Website will be created and managed on ORB Technology Solutions Inc.’s preferred web technology platform referred to as “Content Management System” or “CMS.” For avoidance of doubt, ORB Technology Solutions Inc. works solely with the WordPress platform for website management. Should Client cancel services with ORB Technology Solutions Inc. after the Term has been completed, ORB Technology Solutions Inc. may transfer the website and its assets to the Client’s WordPress account. ORB Technology Solutions Inc. may also choose to export the files for the html and CSS in a .zip file for the Client.
If your marketing package includes the management of a website & ADA Compliance;
While ORB is actively responsible for managing the website, ORB will do everything they can to maintain compliance with the Americans with Disabilities Act. However, ORB cannot guarantee 100% compliance at all times.
[THE PROVISIONS OF THIS SECTION ONLY APPLY IF THE CLIENT IS A COVERED ENTITY, AS THAT TERM IS DEFINED UNDER HIPAA]
Business Associate Agreement. The Parties acknowledge and agree that to the extent we are a subcontractor of yours that creates, receives, maintains or transmits Protected Health Information on your behalf, we are a Business Associate of the yours and the Parties agree to comply with HIPAA and to be bound by the Business Associate Agreement entered into between the Parties.
Authorization to Disclose PHI. If you are a Covered Entity as that term is defined under HIPAA, any disclosure of PHI to third parties, must be authorized by the patient or legal guardian, or otherwise legally allowed under the Federal Privacy Regulations. You agree that it is your sole responsibility to ensure that any PHI released to us, including photographs or images, as part of the Services to be provided hereunder, is done so in full compliance with the Federal Privacy Regulations. If a patient of yours revokes their consent to disclosure of their PHI, you will immediately notify us of such revocation, and to the extent possible and under our control, we will remove any related PHI from use related to the Services.
Authority. We are granted the right to view, access, handle, control, store, utilize and distribute Protected Health Information for the purposes outlined and authorized under the Agreement and the Business Associate Agreement.
Use of Services in Compliant Manner. You agree that you are solely responsible for ensuring that you use our Services, including any communication with your patients allowed for therein, in a manner that complies with HIPAA. You are solely responsible for properly training and supervising your staff to ensure our Services are utilized in a HIPAA compliant manner. Additionally, you are solely responsible for the storage and security of PHI that is locally captured, stored or accessible on your property and/or hardware or on your devices those of your agents.
In no event will ORB be liable to Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate the website, even if THE CLIENT has been advised of the possibility of such damages.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Additional Services Fees: In the event THE CLIENT would like to use ORB Technology Solutions Inc. for services outside of the scope of services an additional contract will be presented and agreed by the parties in writing. Otherwise, there will be no additional cost to the services outlined in this agreement.
Assignment of Project: ORB Technology Solutions Inc. reserves the right to assign certain subcontractors to this project if it sees the need to do so in order to meet the requirements of this agreement.
No Guarantee of a Specific Result. Regardless of any perceived representation to the contrary, ORB in no way guarantees a specific result for Client. Client understands and agrees that they are paying ORB as a service to generate results, but that results are never guaranteed. It is understood and agreed to that ORB has no control over Google & Other Third-Party Platforms.
Non-Disclosure: ORB Technology Solutions Inc., its employees and subcontractors agree that, except as directed by client, it will not at any time during or after the term of this agreement disclose any non-public Confidential Information to any person whatsoever. Likewise, client agrees that it will not convey any non- public confidential information obtained about the ORB Technology Solutions Inc. to another party.
Agreement Revisions: Revisions to this Agreement will be considered agreed to by ORB Technology Solutions Inc. and THE CLIENT when requested changes have been signed by both parties or electronically agreed by both parties.
Modifications; Suspension: Changes to Terms. ORB Technology Solutions Inc. may revise and update these Terms from time to time in our sole discretion. The date these Terms were last updated is set forth at the bottom of this page. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes.
Changes to the Services. ORB Technology Solutions Inc. reserves the right to make changes to, suspend, or discontinue (temporarily or permanently) the Services or any portion thereof (including any Content) at any time. You agree that we will not be liable to you or to any third party for any such change, suspension, or discontinuance. Such changes shall be effective immediately upon notice to you, which may be given by any means including, without limitation, posting on our website or by email. Any use of the Services by you after such notice shall constitute your acceptance of such changes, revisions, or modifications.
Suspension/Termination of Access. ORB Technology Solutions Inc. has the right to deny access to, and to suspend or terminate your access to, the Services or to any features or portions thereof, at any time and for any reason, including if you violate these Terms. In the event that we suspend or terminate your access to the Services, you will continue to be bound by the Terms that were in effect as of the date of your suspension or termination.
Your Obligations:
Customer Authorization. You agree to: (a) provide all required disclosures to your customers and obtain all required consents (including but not limited to applicable informed consent from your customers/patients), based on applicable laws; and (b) obtain all necessary rights, releases, consents and authorizations to allow personal information to be collected, used and disclosed (including but not limited to customer/patient consent to be contacted through electronic means, including telephone, by ORB).
Compliance with Laws. You represent and warrant that you are and will remain in full compliance with all applicable state and federal laws, rules, and regulations, and federal healthcare plan (e.g., Medicare) rules and conditions. In particular, and without limitation, you warrant and represent that you will not use the Services in a manner that would violate any obligation with respect to the Telephone Consumer Protection Act of 1991 (TCPA), the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Gramm-Leach-Bliley Act of 1999(GLBA), the Stark Law, the Anti-Kickback Statute, and any other applicable federal, state, or international law and amendments thereto.
Force Majeure: Non-performance by either party hereunder, other than an obligation to pay money, shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, compliance orders or restrictions, acts of God, or any other reason to the extent that the failure to perform is beyond the control of the non- performing party.
Choice of Law and Forum: This Agreement is governed and to be interpreted by Arkansas Law. The parties agree to engage in good faith discussion to resolve any dispute. If such good faith discussion fails, the parties may submit the matter to mediation. If mediation fails, the parties agree to submit any claims to the Circuit Courts of Benton County, Arkansas.
Exclusivity: ORB will not work with the direct competition of client while under the term of this contract. A list of direct competition will be given in writing ORB by client at the start of this agreement. This only applies to competitive marketing services actively retained by the client under contract ( as described in section 9. Definitions). No exclusivity is offered for software or website design & hosting services.
Questions. If you have any questions about the Services or these Terms, please call us at 231-534-4992, email us at alee@orb.solutions
Last Updated 11/26/24